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                                                                   Exhibit 10.43


THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS
TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

                          EASYLINK SERVICES CORPORATION

                                 PROMISSORY NOTE



$790,052.93                                             Effective: April 1, 2003



         FOR VALUE RECEIVED EASYLINK SERVICES CORPORATION, a Delaware
corporation ("Company") promises to pay to GATX FINANCIAL CORPORATION - CAPITAL
DIVISION ("Holder"), or its registered assigns, the principal sum of Seven
Hundred Ninety Thousand Fifty Two Dollars and Ninety Three Cents ($790,052.93),
or such lesser amount as shall equal the outstanding principal amount hereof
together with interest from the effective date of this Note on the unpaid
principal balance at a rate equal to 12.0% per annum, computed on the basis of
twelve 30 day months..

         The following is a statement of the rights of Holder and the conditions
to which this Note is subject, and to which Holder, by the acceptance of this
Note, agrees:

         1.       Definitions. As used in this Note, the following capitalized
terms have the following meanings:

         "Affiliate," with respect to any Person, means (i) any director,
officer or employee of such Person, (ii) any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such Person, and (iii) any Person beneficially owning or holding 5% or more of
any class of voting securities of such Person or any corporation of which such
Person beneficially owns or holds, in the aggregate, 5% or more of any class of
voting securities. The term "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. The term "Affiliate," when used herein without reference
to any Person shall mean an Affiliate of Company.


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         "Bankruptcy Law" shall mean Title 11, U.S. Code or any similar federal,
state or foreign bankruptcy, insolvency or similar law.

         "Business Day" means any day other than a Saturday, a Sunday or a day
on which commercial banks in New York City are required or authorized to be
closed.

         "Capital Lease" means, at any time, a lease with respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

         "Capital Lease Obligation" means, as to any Person, the obligations of
such Person under a lease that are required to be classified and accounted for
as capital lease obligations under GAAP and, for purposes of this definition,
the amount of such obligations at the time any determination thereof is to be
made shall be the amount of the liability in respect of a capital lease that
would at such time be so required to be capitalized on a balance sheet in
accordance with GAAP.

         "Company" includes the corporation initially executing this Note and
any Person which shall succeed to or assume the obligations of Company as
permitted under this Note.

         "Custodian" shall mean any custodian, receiver, trustee, assignee,
sequester, liquidator or similar official under any Bankruptcy Law.

         "Default Rate" has the meaning given in Section 16 hereof.

         "Event of Default" has the meaning given in Section 6 hereof.

         "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States of America.

         "Guaranty" means, with respect to any Person, any obligation (except
the endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
indebtedness, dividend or other obligation of any other Person in any manner,
whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person:

                  (a)      to purchase such indebtedness or obligation or any
         property constituting security therefor;

                  (b)      to advance or supply funds (i) for the purchase or
         payment of such indebtedness or obligation, or (ii) to maintain any
         working capital or other balance sheet condition or any income
         statement condition of any other Person or otherwise to advance or make
         available funds for the purchase or payment of such indebtedness or
         obligation;


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                  (c)      to lease properties or to purchase properties or
         services primarily for the purpose of assuring the owner of such
         indebtedness or obligation of the ability of any other Person to make
         payment of the indebtedness or obligation; or

                  (d)      otherwise to assure the owner of such indebtedness or
         obligation against loss in respect thereof.

         In any computation of the indebtedness or other liabilities of the
obligor under any Guaranty, the indebtedness or other obligations that are the
subject of such Guaranty shall be assumed to be direct obligations of such
obligor.

         "Holder" shall mean the Person specified in the introductory paragraph
of this Note or any Person who shall at the time be the registered holder of
this Note.

         "Indebtedness" with respect to any Person means, at any time, without
duplication,

                  (a)      its liabilities for borrowed money and its redemption
         obligations in respect of mandatorily redeemable Preferred Stock;

                  (b)      its liabilities for the deferred purchase price of
         property acquired by such Person (excluding accounts payable arising in
         the ordinary course of business but including all liabilities created
         or arising under any conditional sale or other title retention
         agreement with respect to any such property);

                  (c)      all liabilities appearing on its balance sheet in
         accordance with GAAP in respect of Capital Leases;

                  (d)      all liabilities for borrowed money secured by any
         Lien with respect to any property owned by such Person (whether or not
         it has assumed or otherwise become liable for such liabilities);

                  (e)      all its liabilities in respect of letters of credit
         or instruments serving a similar function issued or accepted for its
         account by banks and other financial institutions (whether or not
         representing obligations for borrowed money);

                  (f)      Swaps of such Person; and

                  (g)      any Guaranty of such Person with respect to
         liabilities of a type described in any of clauses (a) through (f)
         hereof.

         Indebtedness of any Person shall include all obligations of such Person
of the character described in clauses (a) through (g) to the extent such Person
remains legally liable in respect thereof notwithstanding that any such
obligation is deemed to be extinguished under GAAP.


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         "Lien" means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title of any
vendor, lessor, lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or Capital Lease, upon or
with respect to any property or asset of such Person (including in the case of
stock, stockholder agreements, voting trust agreements and all similar
arrangements).

         "Material Subsidiary" means any Subsidiary of the Company which at the
date of determination is a "significant subsidiary" as defined in Rule 1-02(w)
of Regulation S-X under the Securities Act and the Exchange Act (as such
Regulation is in effect on the date hereof).

         "Obligations" shall mean and include all loans, advances, debts,
liabilities and obligations, howsoever arising, owed by Company to Holder of
every kind and description (whether or not evidenced by any note or instrument
and whether or not for the payment of money), now existing or hereafter arising
under or pursuant to the terms of this Note and the other Operative Agreements,
including, all interest, fees, charges, expenses, attorneys' fees and costs and
accountants' fees and costs chargeable to and payable by Company hereunder and
thereunder, in each case, whether direct or indirect, absolute or contingent,
due or to become due, and whether or not arising after the commencement of a
proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et
seq.), as amended from time to time (including post-petition interest) and
whether or not allowed or allowable as a claim in any such proceeding.

         "Operative Agreements" shall mean that certain Exchange Agreement dated
as of April 9, 2003 by and between Holder and Company and any and all agreements
and documents to be executed and delivered in connection therewith.

         "Person" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization, or a
government or agency or political subdivision thereof.

         "Preferred Stock" means any class of capital stock of a corporation
that is preferred over any other class of capital stock of such corporation as
to the payment of dividends or the payment of any amount upon liquidation or
dissolution of such corporation.

         "Prepayment Notice" has the meaning given in Section 3 hereof.

         "Subsidiary" means, as to any Person, any corporation, association or
other business entity in which such Person or one or more of its Subsidiaries or
such Person and one or more of its Subsidiaries owns sufficient equity or voting
interests to enable it or them (as a group) ordinarily, in the absence of
contingencies, to elect a majority of the directors (or Persons performing
similar functions) of such entity, and any partnership or joint venture if a 50%
or more interest in the profits or capital thereof is owned by such Person or
one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries (unless such partnership can and does ordinarily take major
business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to a
"Subsidiary" is a reference to a Subsidiary of the Company.


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         "Swaps" means, with respect to any Person, payment obligations with
respect to interest rate swaps, currency swaps and similar obligations
obligating such Person to make payments, whether periodically or upon the
happening of a contingency. For the purposes of this Agreement, the amount of
the obligation under any Swap shall be the amount determined in respect thereof
as of the end of the then most recently ended fiscal quarter of such Person,
based on the assumption that such Swap had terminated at the end of such fiscal
quarter, and in making such determination, if any agreement relating to such
Swap provides for the netting of amounts payable by and to such Person
thereunder or if any such agreement provides for the simultaneous payment of
amounts by and to such Person, then in each such case, the amount of such
obligation shall be the net amount so determined.

         "Trading Day" shall mean (a) if the applicable security is quoted on
the NASDAQ National Market, a day on which trades may be made thereon, (b) if
the applicable security is listed or admitted for trading on the NYSE or another
national securities exchange, a day on which the NYSE or such other national
securities exchange is open for business or (c) if the applicable security is
not so listed, admitted for trading or quoted, any day that is a Business Day.

         2.       Payments of Principal of and Interest On Note. Company shall
pay the principal hereof in equal quarterly installments, and shall pay accrued
interest hereon quarterly, commencing on September 1, 2003 and thereafter on the
first business day of each December, March, June and September thereafter and
ending on June 1, 2006.

         3.       Prepayment. Purchaser may prepay all outstanding principal,
together with all accrued interest and other amounts due under this Note so long
as Company gives Purchaser at least 30 days irrevocable written notice in
advance of such prepayment (the "Prepayment Notice").

         4.       Representations and Warranties of the Company. The Company
hereby represents and warrants to the Holder that:

                  (a)      This Note, when issued, sold and delivered for the
consideration provided for herein, will be duly and validly issued, fully paid
and nonassessable.

                  (b)      The offer and sale of this Note solely to Holder is
exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933, as amended (the "Securities Act") and the securities
registration and qualification requirements of the currently effective
provisions of the securities laws of all applicable states.

         5.       Events of Default. An "Event of Default" shall exist if any of
the following conditions or events shall occur and be continuing:

                  (a)      the Company defaults in the payment of any interest
on any Note when the same becomes due and payable and the default continues for
a period of 30 days; or


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                  (b)      the Company defaults in the payment of any principal
or premium, if any, on any Note when the same becomes due and payable, whether
at maturity or otherwise; or

                  (c)      the Company breaches in any material respect any
representation or warranty contained in this Note or the any of the Operative
Agreements, or fails to observe or perform any other covenant or agreement
contained in this Note or the Operative Agreements required to be performed by
any of them, and such breach is not cured or such failure continues for a period
of 60 days after the receipt of written notice by the Company from at least 25%
in aggregate principal amount of the then outstanding Notes stating that such
notice is a "Notice of Default"; or

                  (d)      a default under any credit agreement, mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any
Material Subsidiary (or the payment of which is Guaranteed by the Company or any
of the Company's Material Subsidiaries), whether such Indebtedness or Guarantee
exists on the date of this Agreement or is created hereafter, which default (i)
is caused by a failure to pay when due any principal of or interest on such
Indebtedness within the grace period, if any, provided for in such Indebtedness
(which failure continues beyond any applicable grace period) (a "Payment
Default") or (ii) results in the acceleration of such Indebtedness prior to its
express maturity (without such acceleration being rescinded or annulled) and, in
each case, the principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness under which there is a Payment
Default or the maturity of which has been so accelerated, aggregates $15,000,000
or more and after written receipt by the Company from any Holder of Notes
stating that such notice is a "Notice of Default"; or

                  (e)      a final, non-appealable judgment or final
non-appealable judgments (other than any judgment as to which a reputable
insurance company has accepted full liability) for the payment of money are
entered by a court or courts of competent jurisdiction against the Company or
any Material Subsidiary and remain unstayed, unbonded or undischarged for a
period (during which execution shall not be effectively stayed) of 60 days,
provided that the aggregate of all such judgments exceeds $5,000,000; or

                  (f)      the Company or any Material Subsidiary pursuant to or
within the meaning of any Bankruptcy Law: (i) commences a voluntary case or
proceeding; or (ii) consents to the entry of an order for relief against such
company or any Material Subsidiary in an involuntary case or proceeding; or
(iii) consents to the appointment of a Custodian of such company or any Material
Subsidiary or for all or any substantial part of its property; or (iv) makes a
general assignment for the benefit of its creditors; or (v) take corporate or
similar action to effect any of the foregoing; or

                  (g)      a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that: (i) is for relief against the Company or
any Material Subsidiary in an involuntary case or proceeding; or (ii) appoints a
Custodian of such company or any Material Subsidiary or for all or any
substantial part of the property of such company or any Material Subsidiary; or
(iii) orders the liquidation of such company or any Material Subsidiary; and in
each case referred to in this subsection (g) the order or decree remains
unstayed and in effect for 60 days.


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         6.       Rights of Holder upon Default.

                  (a)      If an Event of Default with respect to the Company
described in Section 6(f) or (g) has occurred (other than an Event of Default
described in clause (i) of Section 6(f) or described in clause (v) of Section
6(f) by virtue of the fact that such clause encompasses clause (i) of Section
6(f)), all the Notes then outstanding shall automatically become immediately due
and payable. If any other Event of Default has occurred and is continuing, any
holder or holders of a majority of the principal amount of the Notes at the time
outstanding may at any time at its or their option, by notice or notices to the
Company, declare all the Notes then outstanding to be immediately due and
payable.

                  (b)      Notwithstanding the foregoing, if (i) any Event of
Default described in Section 6 (a) or (b) has occurred and is continuing, any
holder or holders of Notes at the time outstanding affected by such Event of
Default may at any time, at its or their option, by notice or notices to the
Company, declare all the Notes held by it or them to be immediately due and
payable; or (ii) any Event of Default described in Section 6 (d) has occurred
and is continuing and the Payment Default giving rise to such Event of Default
is cured or the acceleration giving rise to such Event of Default is annulled or
rescinded within 30 days after receipt of written notice of such Event of
Default by the Company from any holder of Notes stating that such notice is a
"Notice of Default," then such Event of Default and any declaration under
Section 7 (a) above shall be deemed automatically annulled and rescinded. Upon
any Notes becoming due and payable under Section 7, whether automatically or by
declaration, such Notes will forthwith mature and the entire unpaid principal
amount of such Notes, plus all accrued and unpaid interest thereon, shall all be
immediately due and payable, in each and every case without presentment, demand,
protest or further notice, all of which are hereby waived.

                  (c)      If any Default or Event of Default has occurred and
is continuing, and irrespective of whether any Notes have become or have been
declared immediately due and payable under Section 7, the holder of any Note at
the time outstanding may proceed to protect and enforce the rights of such
holder by an action at law, suit in equity or other appropriate proceeding,
whether for the specific performance of any agreement contained herein or in any
Note or the Operative Agreements, or for an injunction against a violation of
any of the terms hereof or thereof, or in aid of the exercise of any power
granted hereby or thereby or by law or otherwise.

                  (d)      At any time after any Notes have been declared due
and payable pursuant to of Section 7 (a) or (b), the holders of not less than a
majority in principal amount of the Notes then outstanding, by written notice to
the Company, may rescind and annul any such declaration and its consequences if
(i) the Company shall have paid all overdue principal of and interest on any
Notes that are due and payable and are unpaid other than by reason of such
declaration, and all interest on such overdue principal and (to the extent
permitted by applicable law) any overdue interest in respect of the Notes, at
the Default Rate, (ii) all Events of Default and Defaults, other than
non-payment of amounts that have become due solely by reason of such
declaration, have been cured or have been waived (iii) no judgment or decree has
been entered for the payment of any monies due pursuant hereto or to the Notes.
No rescission and annulment under Section 7 will extend to or affect any
subsequent Event of Default or impair any right consequent thereon.


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         7.       Representations and Warranties of Purchaser. By its acceptance
of this Note, Holder makes the following representations and warranties:

                  (a)      The Holder is aware of the Company's business affairs
and financial condition, and has acquired information about the Company
sufficient to reach an informed and knowledgeable decision to acquire this Note.
The Holder is acquiring this Note for its own account for investment purposes
only and not with a view to, or for the resale in connection with, any
"distribution" thereof in violation of the Act.

                  (b)      The Holder understands that this Note has not been
registered under the Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of the Holder's
investment intent as expressed herein.

                  (c)      The Holder further understands that this Note must be
held indefinitely unless subsequently registered under the Act and qualified
under any applicable state securities laws, or unless exemptions from
registration and qualification are otherwise available. The Holder is aware of
the provisions of Rule 144, promulgated under the Act.

                  (d)      The Holder is an "accredited investor" as such term
is defined in Rule 501 of Regulation D promulgated under the Securities Act.

         8.       Successors and Assigns. Subject to the restrictions on
transfer described in Sections 10 and 11 below, the rights and obligations of
Company and Holder of this Note shall be binding upon and benefit the
successors, assigns, heirs, administrators and transferees of the parties.

         9.       Waiver and Amendment. Any provision of this Note may be
amended, waived or modified upon the written consent of Company and Holder.

         10.      Transfer of this Note. With respect to any offer, sale or
other disposition of this Note, Holder will give written notice to Company prior
thereto, describing briefly the manner thereof, together with, if requested by
the Company, a written opinion of Holder's counsel, to the effect that such
offer, sale or other distribution may be effected without registration or
qualification (under any federal or state law then in effect). Upon receiving
such written notice and reasonably satisfactory opinion, if so requested,
Company, as promptly as practicable, shall notify Holder that Holder may sell or
otherwise dispose of this Note or such securities, all in accordance with the
terms of the notice delivered to Company. If a determination has been made
pursuant to this Section 12 that the opinion of counsel for Holder is not
reasonably satisfactory to Company, Company shall so notify Holder promptly
after such determination has been made. Notwithstanding the foregoing, this Note
can be transferred to GATX Ventures, Inc., formerly known as Meier Mitchell &
Company. Each Note thus transferred shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with the Act,
unless in the opinion of counsel for Company such legend is not required in
order to ensure compliance with the Act. Company may issue stop transfer
instructions to its transfer agent in connection with such restrictions. Subject
to the foregoing transfers of this Note shall be registered upon registration
books maintained for such purpose by or on behalf of Company. Prior to
presentation of this Note for registration of transfer, Company shall treat the
registered holder hereof as the owner and holder of this Note for the purpose of
receiving all payments of principal and interest hereon and for all other
purposes whatsoever, whether or not this Note shall be overdue and Company shall
not be affected by notice to the contrary.


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         11.      Assignment by Company. Neither this Note nor any of the
rights, interests or obligations hereunder may be assigned, by operation of law
or otherwise, in whole or in part, by Company without the prior written consent
of Holder except in connection with an assignment in whole to a successor
corporation to Company in connection with a reincorporation of Company in
another state of the United States.

         12.      Notices. Any notice, request or other communication required
or permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or mailed by registered or certified mail, postage
prepaid, or by recognized overnight courier or personal delivery at the
respective addresses of the parties as set forth in the Operative Documents or
on the register maintained by Company. Any party hereto may by notice so given
change its address for future notice hereunder. Notice shall conclusively be
deemed to have been given when received.

         13.      Payment. Payment shall be made in lawful tender of the United
States.

         14.      Default Rate; Usury. During any period in which an Event of
Default has occurred and is continuing, Company shall pay interest on the unpaid
principal balance hereof at a rate per annum equal to the rate otherwise
applicable hereunder plus four percent (4%). In the event any interest is paid
on this Note which is deemed to be in excess of the then legal maximum rate,
then that portion of the interest payment representing an amount in excess of
the then legal maximum rate shall be deemed a payment of principal and applied
against the principal of this Note.

         15.      Expenses; Waivers. If action is instituted to collect this
Note, Company promises to pay all costs and expenses, including, without
limitation, reasonable attorneys' fees and costs, incurred in connection with
such action. Company hereby waives notice of default, presentment or demand for
payment, protest or notice of nonpayment or dishonor and all other notices or
demands relative to this instrument.

         16.      No Impairment. The Company will not, by amendment of its
Articles and/or Certificate of Incorporation or Bylaws, or through
reorganization, consolidation, merger, dissolution, issue or sale of securities,
sale of assets or any other voluntary action, willfully avoid or seek to avoid
the observance or performance of any of the terms of this Note, but will at all
times and in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the holder under this Note against wrongful impairment.

         17.      Severablity. If one or more provisions of this Note are held
to be unenforceable under applicable law, such provision(s) shall be excluded
from this Note and the balance of the Note shall be interpreted as if such
provision(s) were so excluded and shall be enforceable in accordance with its
terms.


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         18.      Governing Law. This Note and all actions arising out of or in
connection with this Note shall be governed by and construed in accordance with
the laws of the State of Florida, without regard to the conflicts of law
provisions of the State of Florida, or of any other state.

         IN WITNESS WHEREOF, Company has caused this Note to be issued as of the
date first written above.


                                             EASYLINK SERVICES CORPORATION,

                                             a Delaware corporation


                                             By: s/ Gerald Gorman
                                                 -------------------------------
                                                 Gerald Gorman, Chairman


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